| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
23andMe Holding Co. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
90138Q306 (CUSIP Number) |
02/21/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 90138Q306 |
| 1 | Names of Reporting Persons Zentree Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,978,348.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 90138Q306 |
| 1 | Names of Reporting Persons Richard Magides | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED KINGDOM | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,978,348.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: 23andMe Holding Co. | |
| (b) | Address of issuer's principal executive
offices: 223 N. Mathilda Avenue, Sunnyvale, CALIFORNIA, 94086 | |
| Item 2. | ||
| (a) | Name of person filing: Zentree Investments Limited
Richard Magides | |
| (b) | Address or principal business office or, if
none, residence: Zentree Investments Limited
c/o Zentree Investment Management Pte Ltd
18 Robinson Road
Level 15-01
Singapore 048547
Richard Magides
c/o Zentree Investment Management Pte Ltd
18 Robinson Road
Level 15-01
Singapore 048547 | |
| (c) | Citizenship: Zentree Investments Limited Citizenship The Cayman Islands
Richard Magides: Citizenship British | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 90138Q306 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 1,978,348
(a) Amount Beneficially Owned:
As of the close of business on February 21, 2025, Zentree Investments Limited ("Zentree") and Richard Magides beneficially owned a total of 1,978,348 Class A Common Stock of the Issuer, representing 1,978,348 Class A Common Stock nominal value $0.0001 per share. Of this amount Zentree owns 140,000 shares and Mr. Magides owns 1,838,348 shares. Richard Magides is the director of Zentree Investments Limited and may be deemed to have shared voting control and investment discretion over securities owned by Zentree. | |
| (b) | Percent of class: 10.0%
(b) Percent of Class:
As of the close of business on February 21, 2025, Zentree and Mr. Magides may be deemed to have beneficially owned 1,978,348 Class A Common Stock of the Issuer outstanding (see Item 4(a) above). This percentage was calculated based on 19,721,802 shares of Class A Common Stock, outstanding as of January 31, 2025, as per the Issuer's Form 10-Q filed with the SEC on February 6, 2025. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 1,978,348 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 1,978,348 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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